The observation and quantitation of cell behavior is a fundamental aspect of biomedical research. Traditionally, these assays have relied on time and labor intensive end point measurements which have significant limitations that can compromise the rigor and reproducibility of results. This application requests the acquisition of the IncuCyte ZOOM System Package, a live-cell imaging and analysis platform that enables quantification of cell behavior over time by automatically gathering and analyzing cell culture images around the clock. The IncuCyte System supports over 300 different standard tissue culture plates, T-flasks, and micro slides. With three configurable trays, one can mix and match multiple plate, monitor different experiments running concurrently, and acquire >2000 images per hour. Data can be accessed remotely through the local network to view real time-data at the investigator's convenience. There are no comparable systems or related equipment available at the Durham VA. Four VA funded investigators have been identified as major users, each with studies that are examining cell growth (migration, proliferation, and apoptosis) in a variety of cell types. These investigators propose to utilize the IncuCyte System to accelerate and strengthen ongoing studies to prevent or treat diverse diseases. These include studies examining the activation of vascular smooth muscle cells that contribute to atherosclerosis and restenosis (Dr. Francis Miller); meniscal cells and chondrocytes in joint disease and repair (Dr. Brice Weinberg); red blood cell adherence to endothelial cells in malaria (Weinberg); chronic lymphocytic leukemia (Weinberg); glomerular podoycytes contribution to kidney disease (Dr. Robert Spurney); and motor neuron regeneration (Dr. Roger Madison). The IncuCyte System will significantly improve the quality of data and the productivity of the investigator.